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                 Buyer is to receive under this Agreement.

            (iv) Material Contracts and Materials Rights of Way. As of the
                 Closing Date, Seller shall have obtained all consents required
                 by Section 3.2.1 to the assignment of the Material Contracts
                 and Material Rights of Way to the Buyers.

      6.2.2 Seller's General Closing Conditions. Seller is not obligated to
close the transaction described in this Agreement, and will have the right to
terminate this Agreement as to that portion of the Assets to be transferred to
the either of the respective Buyers, unless each of the following closing
conditions is satisfied, any one or more of which Seller may waive in whole or
part:

            (i)  Buyers' Representations and Warranties. As of the Closing Date,
                 all representations and warranties of Buyers are true and
                 correct and are not misleading in any material respect.

           (ii)  Performance of Buyers' Obligations. Buyers have performed all
                 material obligations Buyers are required to perform with
                 respect to the Assets to be transferred to such Buyer under
                 this Agreement on or before the Closing Date.

          (iii)  Simultaneous Closings. Each of the closings with Enogex and
                 Conoco will occur simultaneously (provided, however, that
                 Seller may, in its sole discretion, waive this condition and
                 proceed with only one of the closings if other conditions still
                 remain pending for the other closing).

      6.2.3 Mutual Closing Conditions.  Neither Seller nor Buyers is
obligated to close the transaction described in this Agreement, and Seller or
either Buyer may terminate this Agreement as to that portion of the Assets to be
transferred to such Buyer, unless each of the following closing conditions is
satisfied, any one or more of which the parties may waive in whole or part by
mutual agreement:

            (i)  Legal Proceedings. There are no material suits or other
                 proceedings pending or threatened before any court or
                 governmental agency seeking to restrain or prohibit the
                 transaction contemplated by this Agreement, or seeking
                 substantial damages in connection with this transaction, and
                 there is no reasonable basis for any such suit or proceeding.

           (ii)  No Violations. Closing shall not violate any order or decree of
                 any court or governmental body having competent jurisdiction.

      6.2.4 Notice of Termination. Any party exercising a right of termination
under this

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